Wilson v. Herbert

Bryan, J., delivered the opinion of the Court. Wilson and Poehlmann filed a bill in equity against James N. Herbert for the specific performance of a contract for the sale of land. On the first day of January, eighteen hundred and eighty-seven, Herbert leased a lot in the town of Laurel to Thomas M. Bond for the term of ⁴⁹⁵ three years, at the rent of one hundred and eighty dollars a year, payable in monthly instalments. The lease contained the following stipulation : “The said James N. Herbert hereby agrees to sell and convey to the said Thomas M. Bond all of the said land and improvements by a good and sufficient lawful deed, at any time during the term of the lease, whenever the said Thomas M. Bond shall elect by giving ten days’ notice in writing to the said Herbert or his legal representatives, for the sum of two thousand ($2,000) dollars in cash, provided that all the rent due and owing is fully paid, and further, that the said Bend shall pay at the time of purchase, the full amount of rent that would have become due at the expiration of this lease.” In January, eighteen hundred and eighty-nine, Bond, in consideration of eleven hundred and fifty dollars, assigned all his interest in the lease to Wilson and Poehlmann, partners, and Herbert in consideration of fifty dollars agreed by writing under seal to the assignment, and also agreed to convey the lot to Wilson and Poehlmann for the sum of two thousand dollars “as herein specified,” meaning, of course, as specified in the lease.

On the nineteenth of December, eighteen hundred and eighty-nine, Herbert by an instrument under seal continued the lease for three months from the first of January then next ensuing, and renewed his agreement to convey the lot to Wilson and Poehlmann “as specified in said lease.” He proposed to make the extension for twelve months, but Wilson and Poehlmann preferred three months, stating that they wished to pay for the place soon and save the rent. They had erected on the premises an office and store room at an expense of about four hundred dollars. Shortly before the first of April, eighteen hundred and ninety, they requested of Herbert a few days delay in the payment of the money, and he at first consented to grant it; but within a few hours afterwards withdrew ⁴⁹⁶ his consent, stating that he wanted the money. There was evidence that Wilson and Poehlmann inferred from Herbert’s conversation and conduct, that he would receive the money if tendered shortly after the first of April, and would then execute a deed for the property; but there is nothing in the evidence which shows an agreement to that effect on his part.

The money was provided for the purchase shortly after the first of April; at that time Herbert was absent in Upper Marlboro, and on his return to Laurel about the fifteenth of April, Wilson called on him for the purpose of paying the purchase money and receiving a deed for the lot. He refused, however, to execute the contract of sale, saying to Wilson “you have failed to meet your agreement, and I will not sell you the place.” At the hearing the Court dismissed the bill, and the complainants appealed. There can be no doubt whatever that it was the purpose of the complainants to purchase this lot, and that this purpose was well known to Herbert. It would not be rational to suppose that they would pay eleven hundred and fifty dollars for a lease of this property having less than a year to run, and would pay for the privilege of purchasing it, and would also expend four hundred dollars in improvements unless they intended to purchase.

Whatever may have been the case previously, Herbert could have had no doubt in December, eighteen hundred and eighty-nine, of their intention to purchase. When they applied at that time for an extension of the lease, he proposed to continue it for twelve months; but they objected to so long a time, stating that they wished to pay for it soon and save the rent. In the agreement which Herbert then executed he expressly renewed the original right of purchase. In the negotiations between the parties in March, eighteen hundred and ninety, the only question agitated was whether a delay would be granted in the payment of the money; because the election ⁴⁹⁷ of the complainants to buy the property was regarded as fully settled.

The money not being paid on the appointed day, the complainants committed a default; and if the time of payment was of the essence of the contract, they thereby forfeited their right of purchase. In deciding a question of this kind, Courts of equity examine the stipulations of the contract, and also consider the nature and circumstances of the transaction. The object is to ascertain the leading and controlling intention of the contracting parties, and to carry this into effect; although there may have been a failure to comply with subsidiary stipulations, which were introduced into the contract as means of accomplishing its general purpose. The time at which an act is to be done, or at which a payment is to be made, is in particular cases the important and indispensable condition which the parties had in view, and the controlling consideration for making the contract; but in a great many cases, these are merely circumstances which relate to the method of attaining the purposes of the contract, and are not of a vital character.

When a time has been appointed for the payment of money, there are many well known instances in which equity allows payment to be made with interest after default, and